Code Restart
by Jane Casey
Summary: Summary- After a devastating battle, the Lyoko Warriors have gone into hiding from XANA who has taken control over most of the world and nearly all of Lyoko. They must battle new enemies in a world where their outlaws, come to grips with whom they are now as individuals and a group and defeat the evil that tore their lives apart. A twist on the cartoon more mature and relatable
1. Chapter 1

**Cast**

**Jeremie Belpois **16- blond hair, pale blue eyes.

**Aelita Schaeffer –**age unknown- vivid pink hair, sea green eyes. **Avatar-**High Elf( angel elf)** Weapon- **energy fields, **Powers- **Creativity- Second sight, levitation, landscape control, pulsation detection. **Transportation-** angel wings. Wise; kind, generous, compassionate and quick witted. Somewhat mentally unstable after the accident, she's become more flighty and melancholy.

**Odd Della Robbia- **17 golden blond hair, vivid blue eyes. . **Avatar- **Feline**Weapon- **Laser arrows **Powers****- **Future Flash, enhanced climbing, running, hearing, seeing.** Vehicle- **Overboard **Transportation** -cat run, cat climb. Ever the cheerful, crazy mischievous and nonchalant Lyoko Warrior, Odd constantly tries to keep a smile on everyone's face. He keeps his own emotions in check, harboring feelings of deep depression and sadness. He's become closer to Aelita after the accident. **Other- **Kiwi, Melon (Melly) blue grey wolfdog with amber eyes.

**Ulrich Stern**-19, Scruffy dark brown hair, coffee black eyes. **Avatar-** Swordsman** Weapon-** Katannas** Powers- **Triplicate, Triangulate, superhuman speed, reflexes enhanced combat skills.** Vehicle** -Overbike** Transportation-** Super Sprint. While still somewhat closed off and brooding, he's taken the role of leader, though often tries too hard, damaging himself physically and mentally.

**Yumi Ishiyama-**20, long raven black hair, dark blue black eyes. **Avatar- **Ninja Geisha **Weapon**-Tessen fans **Powers **Telekinetic blasts, Telekinetic shields, Telekinetic waves, Superhuman balance and durability **Vehicle**-Overwing. She's become more closed off and reserved, forming stronger bonds with Aelita.

**William Dunbar-**20, jet black hair, grey eyes. **Avatar** Doppelsöldner** Weapon-**Zweihänder** Powers-**Super Smoke Levitation Energy waves.** Transportation- **super smoke. He still remains the supportive and strong Lyoko Warrior, though often acts before he thinks. Remains a loyal friend and still has romantic feelings for Yumi.

**X.A.N.A** -evil, multi-agent computer program.

**Chapter One**-

A choking sob echoed throughout the tiny, dark room, followed by hushed whimpering.

"Aelita," a subdued cry came from somewhere within the thick darkness,

"Aelita its okay! It's me Odd."

Tossing in her bed, Aelita flicked on the lamp that sat on the desk near her right, blinking rapidly adjusting to the sudden light. Odd had sat up in his sleeping bag, long curly blond locks sticking up all over his head. He wore green boxers with purple and yellow frogs speckled across the surface, a single red sock and a concerned expression on his face.

Clear sky blue eyes stared up at Aelita the dim light filling the room and giving them a soft hue, "same dream, huh?" Odd inquired, his words barely audible as he stifled a yawn, rising to his feet to stretch.

Aelita regarded Odd with a stunned expression, inhaling deeply, calming her heart rate. The room smelled of her sun kissed strawberry shampoo, mint and dog. Glancing around, Aelita spotted Kiwi near the door, asleep his petite paws batting at the air.

Focusing her attention on Odd again, she replied, "Y-Yeah… Odd you don't have to stay here with me."

Pushing back thin, brown covers, Aelita's eyes followed him as he paced around the small room.

"There are several rooms in the Factory that would be much quieter."

Pausing at the window, Odd pushed back the grey curtain slightly, peering outside before turning to look at her.

"Yeah, you got that right." He replied, a grin creeping across his face, exposing dimples, "but you know me, never really liked it quiet. And I worry about you."

Crossing the floor, Odd dropped down on the bed with a heavy sigh.

"I know you haven't slept well since that day, none of us have. Plus you've sweated through your shirt again."

Odd plucked at the loose grey t-shirt draped around Aelita's slender form. Glancing down at it, Aelita ran her hand over it, coming away damp and cool.

"Could you get me another shirt from my dresser?" Aelita asked, just as Odd rose and danced across the floor to the sole dresser on the opposite side of the room.

"Y'know," Odd added his tone light as he dug through the drawer retrieving a pink tank top and tossing it over his shoulder to Aelita, "we could just skip the shirt all together."

A startled cough came from behind Odd before he turned to see Aelita pulling the fresh shirt over her slim stomach. She sat with her legs tucked underneath her, pixie cut pink locks tousled, sea green eyes downcast,

"…Odd" She mumbled, scarlet blush tiptoeing across her cheeks.

Chuckling softly, Odd sat in the bed next to her, "Just kidding. I love making you blush."

Leaning in, Odd brushed away her bangs, running a gentle hand down her cheek.

"You can go back to sleep. Kiwi's standing watch and Melly's just outside. I'll be right here, promise."

Planting a soft kiss on her forehead, Odd stood up, tucked her in and flicked off the light. Glancing out the window one last time, he lay back down in his sleeping bag. Feeling underneath Aelita's bed, Odd grasped the blade he'd dropped when she'd awakened; turning to face the door his heightened eyes and ears alert to the slightest movement or sound. He hadn't sleep in days, not since that day all those months ago. The day that ruined all their lives; nearly causing the Lyoko Warriors to disband; haunting Aelita's dreams. When XANA had defeated them, took over most of the world and nearly all of Lyoko. A shudder slivered down Odd's spine, he gulped down a sob, remembering when they'd arrived at the Factory late only to find Jeremie dead, his eyes rolled back in his head, drowning in a pool of his own blood.


	2. Chapter 2

***Sorry for the late update***

**Chapter Two- **

Pale sunlight streamed through the dreary curtains; golden shafts peeking in and out illuminating the dust that danced in the air. Rising, Aelita swung her long legs over the side of the bed, rubbing her eyes. A soft wrapping at the door caught her attention;

"Come in." she called, covering her mouth as she yawned.

"Ah, so you're finally awake Princess?" Aelita heard Ulrich's deep voice as he stepped inside the doorway.

Scruffy brown curls spilled into coffee black eyes as he tipped his head in her direction, their depths filled with brotherly love and kindness.

"Be down in five, Yumi scouted out the woods earlier. All clear, we're going to get breakfast."

Parting her lips to respond, Aelita clamped a hand over her jaw just as another yawn leapt from her mouth, "Sure thing Ulrich."

A frown settled on Ulrich's face, crossing his arms over his broad chest he added, "That goofball didn't keep you up did he?"

Pushing herself to her feet, Aelita chuckled softly, "No Ulrich nothing like that."

Over the years, Ulrich had filled out more, especially after Jeremie's death; he'd packed on muscles, built like a wall he stood taller than even William. Drawing up to his full height, he put on his_, I'm worried about you and that nincompoop_ face.

"Really Ulrich, it wasn't Odd, I promise." Aelita assured, growing tired of the subject.

Odd was sometimes a goofball and he certainly acted ridiculous, but he'd grown up since the incident, became more mature and protective. He probably worried about her more than he let on; always trying to keep a smile on his friend's faces, keep the horrible memories in the past.

He took on so much, _at times,_ Aelita pondered to herself, _probably too much._

"Well…okay then, see you downstairs." He replied, disappearing outside, leaving the door slightly ajar.

Padding over to her dresser, Aelita pulled out a pair of motley green cargo pants, matching shirt and ankle length hooded cloak. Leaning down she scooped up the pair of soft soled boots that lay propped up against the wall; heading outside down the hall to the small bathroom. Brushing her teeth and dressing quickly, Aelita hurried down the steps to join the others. The sound of laughter drifted up into Aelita's ears, growing louder as she drew nearer, though it sounded strained; forced and hollow.

"There you are." William looked up at her approach, Kiwi yipping at his heels.

Pushing jet black hair back from his face, William gave her a small smile.

"Morning." She replied leaning against the table that sat in the center of the bare room.

Casting her eyes about her, Aelita noted the sparse furniture; an oval rug and grimy white fridge Odd had found and stuck magnets on. She recalled when they'd moved it all up there, boarding up the bottom two levels of the Factory for safety and shutting down the elevator. Though the Factory and Kadic Academy lay mostly in ruins since XANA took control, desolate and uninhabited, no one would look for them, XANA had blocked their entrance to Lyoko and ruled most of the world. He'd killed Jeremie, the blow so severe the Lyoko Warriors had nearly disbanded, they stood together now by sheer luck and a persistent Odd but they wouldn't fight back. They weren't protectors, they hadn't saved the Academy, let alone the entire world; they weren't Warriors anymore. Their strength and hope had gone the day Jeremie had died.

"Morning Aelita." Yumi's voice brought Aelita out of her thoughts, she peered up and smiled, "Morning."

Cool dark blue eyes stared back at her, they held little warmth.

_She hasn't been the same since…._

"Hey, hey Aelita's awake!" Odd all but shouted a wide grin on his face.

He wore muted colors like the rest of the gang, various browns, greens and grays. He strode around the corner, his blue grey wolfdog Melly trailing behind.

"Ready to get some food?" he asked, rubbing his stomach heartily before answering his own question, "I sure am, I'm starving let's go already!"

"Not yet." Ulrich replied his gaze sweeping over everyone as he entered the room, "Everyone equipped?"

Four cloaks went up revealing sheathed daggers of assorted sizes, homemade smoke capsules and flares.

"Good." Ulrich nodded, "remember avoid contact with the Sleepers at all costs. But if need be, don't hesitate to kill. _Quietly and swiftly_." He added stressing the last words.

"Okay let's go."

Ulrich turned and started heading towards the back of the large Factory, tossing backpacks to each.

"Only take what you can carry, nothing more. We don't want to be slowed down. Don't…"

"Get greedy." Odd interrupted, rolling his eyes, "We get it already."

They'd reached the end of the hallway, Ulrich shoved open the large vault-like doors, which gave way with a deafening creaking shudder. A staircase leads down the rest of the way, outside towards the sloped, concrete lined banks where a small boat waited, hidden beneath a camouflaged tarp. They'd take it to the other side of the water and then to the bridge, enter into the forests towards the Academy. Fresh air filled the long, descending corridor traveling upwards and ruffling Ulrich's hair; inhaling sharply he glanced backwards briefly motioning for the others to situate their hoods and masks in place.

"Let's go." The words coming out muffled as he descended down the steps into the bleak darkness.


	3. Chapter 3

***made some changes, let me know how it reads***

**Chapter Three-**

"Keep your eyes peeled for any movement." Yumi ordered, raking her eyes over the assembled group.

They stood together nestled within the towering trees, shielded from view, the thick canopy overhead rustling subtly in the breeze.

"What's taking him so long?" William spoke aloud, barely concealing his impatience. He shoved himself away from the tree he'd been leaning on, fiddling with a neatly sharpened blade.

"He's on his way." Odd replied from the tree where he sat perched, long legs crossed at the ankles. "Sorry Will not everyone can be as great as me." He added, dropping to the forest floor noiselessly, winking at Aelita. Ulrich had stayed behind to pull the boat ashore and hide it in the overgrown underbrush.

William glowered at Odd, his eyes dark, "It's William." He replied.

Odd ambled around the small encampment, "Yeah, yeah whatever you say Will."

Grinning Odd entertained the smaller knives he kept along the length of his arms, "He's just jealous of my devastatingly good looks, always has been."

Turning to face Aelita, Odd smiled mischievously, "I'm right Aelita, aren't I, you know I am."

"That's enough." Came a deep almost growl, as Ulrich melted out of the thick foliage.

He stepped through the worn pathway, coming to a halt in front of Odd, "Get serious for once in your life will you. Any one of these retrieval missions could go wrong in the blink of an eye."

Planting his hands on his hips, Odd frowned slightly, "But that's just too boring, then I'd be frowning and brooding all the time like you."

Peeking over Ulrich's broad shoulder, Odd nodded in Yumi's direction, "Don't see why you're so crazy about this guy, must be the eyes."

Yumi didn't meet his gaze, keeping her eyes on Ulrich's back.

"Let's go." Ulrich commanded, ignoring Odd as he started through the woods.

They carried on in silence, making their way towards Kadic Academy, the sun dappling through the trees. A light breeze picked up, sending fallen leaves dancing through the air, squirrels rustled in the bushes; birds flitted through the trees, calling to one another in melodious tunes. After sometime, the school came into view, deserted and ruined. Several of the structures had broken down and eroded, gaping holes exposed the battered and weathered insides, debris strewn about the ground, littering the entire area. Nature had claimed the campus, overgrown and wild the plant life covered over most of the region.

Ulrich spoke first, his words sounding deafening in the ghost town. "Search the area, if anything goes wrong get to higher ground or the woods. If need be take them out, Sleepers aren't very bright, so it shouldn't be a problem outsmarting them. If you can't get away send out a flare."

Pausing and tightening his backpack straps, Ulrich continued, "We meet back at the riverside in 20. Yumi, you're with Aelita, William and Odd with me."

Odd opened his mouth to protest, only to clamp it shut when Ulrich glared at him, his eyes hard,

"Don't argue, let's go."

William headed away, eager to get to work, Ulrich caught up with Yumi, allowing Odd to take Aelita to the side , lacing his fingers around her wrist, he watched her intently,

"Be careful, okay?" he murmured, when he was sure the others were out of earshot.

Aelita smiled, her features softening, "I always am." She reassured before turning to meet up with Yumi, who stood a ways off with Ulrich.

Ulrich's shoulders hung low, his voice quiet; leaning down he plucked a quick kiss on Yumi's cheek, before turning to head after William. Odd watched after Aelita and Yumi as they headed towards the remnants of the dormitory; looking over her shoulder Aelita frowned jokingly,

"Get going already!" Aelita shooed him away with a wave of her hand.

Chuckling under his breath, Odd conceded with a nod, hurrying to catch up with the others.

()()() ()()()

"Can you for once not act like an incompetent jackass?" Ulrich demanded, as he filled his pack with their merger findings.

It was their last haul in the Infirmary and they were leaving, walking towards the rendezvous spot.

"Why bother," Odd shot back, his tone mock sweet, his mouth full of stale crackers, "that's what you're here for."

Ulrich swore to himself as they picked their way through the odd debris, entering the woods, their cloaks blending them into the canopy.

"I don't know what she sees in you. You're an insensitive kid, who only cares about himself; you think everything's a joke!"

William, who had plodded ahead, paused in his gait, turning to look at Ulrich, "Hey Ulrich, that's not right. We've all been through a lot."

"You don't know anything William, after Jeremie died; Odd didn't shed a tear, he didn't care at all, he just laughed the whole thing off, like it was some kind of joke. He's a heartless bastard."

Pivoting to face Odd, Ulrich continued, "I can't get through to her about you, but if you make Aelita so much as cry, I'll…"

Rolling his eyes, interrupted him, "Calm down Stern, no need to go all Alpha male on me, no matter what you think of me, I'd never hurt Aelita."

They'd stopped at the riverbank, where Ulrich gave a clipped nod before heading over towards the boat, well concealed form view. William, who had come over to join him, spoke up

"That was harsh Ulrich; you two were always close, like brothers."

Rolling up the tarp, Ulrich laughed harshly, "That was a long time ago, before I realized what an uncaring jerk he is."

Pausing, he called over his shoulder, "Hey, we could use some help over here."

When no answer came, Ulrich whirled around. Odd had vanished.

()()() ()()()

"We should get going now; the others are bound to be done." Aelita was saying as she tossed her pack on her shoulder.

They had finished up their haul in the dormitory, having raided the rooms for anything useful. Their packs were filled partway with blankets, clothes; stray medicine, canned food and drinks. Many of their findings were years past their expiration date, but the desperate didn't complain.

"Yeah let's go." Yumi responded, before dipping out of the room into the bleak hallway.

_Hey Aelita, _came the voice again, the voice Aelita knew wasn't real and tried to ignore, the voice that entered her dreams when she slept and kept her waking in the nights,that grew stronger whenever she entered the Academy.

_I know you can hear me Aelita; _the voice came again, stronger this time as they padded down the quiet hallway, towards the exit. Aelita kept her eyes trained on Yumi's back determined not to give in.

_Come on Aelita, don't you want to see me? _The voice inquired gently, coaxing her,_ I'd like to see you._

_You're not real_, Aelita hissed, gripping the hilt of her dagger; _you're just in my mind._

The voice laughed, a recognizable, warm laugh that filled Aelita's mind, bringing her to her knees, in a swift gesture. She dropped her blade; it sailed to the ground and hit the floor with a _thump._

"Aelita, are you alright?" Yumi dropped to her knees, enclosing her arms around Aelita's trembling form, pushing back her bangs and laying her hand across her forehead,

"You're freezing cold." Yumi gasped, as Aelita felt her body break out in a cold sweat. Her hands trembled; tears stung her eyes as she looked upon Jeremie. He stood behind Yumi, gazing down at her, sickly crimson blood dripping down his faded blue shirt, spilling out of his eyes and mouth. A large gnash slit open his throat were more blood continued to flow from as he spoke.

_"You look beautiful."_ He said, his eyes never leaving her, a blood drenched hand reaching for her.

Aelita's eyes widened in horror, even as the rancid metallic stench of blood filled her nostrils; she lurched backwards away from Yumi's embrace. She felt her back hit the wall, pulling her knees up to her chest; she rocked back and forth, averting her eyes from the grisly sight.

"You're not here, you're not real." She chanted over and over again,

Glancing over her shoulder briefly, Yumi turned back to Aelita, "Nothing's there honey, it's alright your safe." She assured uncertainty in her eyes.

Before Aelita could respond, Yumi let out a pained shriek and fell forward, the broken leg of a chair clattered next to her. Aelita looked up, paralyzed as she peered past the bloodied Jeremie, into the eyes of a young girl. Her reddish auburn hair frizzled around her, dusting past her back and into her eyes, which brandished a familiar symbol, within their depths.

Her clothes where tattered and soiled, she held another broken chair leg and was lumbering towards Aelita.

"…Run, Aelita." Yumi's words came out slurred, the back of her neck damp with fresh blood.

Jeremie watched Aelita with interest, in silence. As the mindless girl drew closer, recognition dawned on Aelita.

"M-Milly? Is that you?"

The deranged girl snarled and grunted, reason and thinking absent from her. She was in fact Milly Solovieff, older and covered in grime and not the sweet girl Aelita remembered. She was a Sleeper, one of billions of people under XANA's control, possessed by the black smoke that now seeped out of the girl's mouth and nostrils, congealing into tar black sludge, oozing down her face pooling on her dilapidated shirt. Sleepers had only a single command, kill anything that moved. Aelita rose shaky hands to pull Yumi away from her reach, panic coursing through her as she gripped a blade in her other hand.

Thoughts raced through Aelita's brain_, "What should I do, flares won't be seen inside and I can't leave Yumi. The others would eventually come when we down show up, but how long will that take?"_

_Stay, _Jeremie coaxed, _stay here with me, once she's done with you, you and I can be together._

Movement from behind Milly caught Aelita's attention, instantly recognizing it as Tamiya, her coffee skin pale, stippled with bruises and gashes. The remnants of a camera hung around her thin neck. Inky blood splattered across her weathered shirt, her eyes vacant.

Panic seized Aelita, she screamed, earsplitting and hysterical, "Someone help please!"

Milly shrunk backwards briefly, grumbling at the sound, Tamiya trudged forward; then stopped abruptly, crashing to the floor, her back riddled with knives. Odd appeared where she had once stood, black blood splattered across his face and down his motley cloak. His facade was menacing, all light drained from his usually expressive eyes. Without a word, he tore forward, long legs eating up the distance, blades in either hand, he plunged them into Milly's back. Grasping her by the neck, he brought up his foot, slamming it into her abdomen; the force barreled her into the opposite wall, her face smashing into it with a loud _crack. _Aelita cringed, watching as Odd pummeled her over and over again, his eyes wild, his face grim. Milly's body shuddered and stopped twitching, though Odd kept hitting her, blood pooling around him soaking through his clothes. Checking Yumi, who'd passed out, Aelita, pushed herself to her feet, stumbling over to where Odd crouched, his fists still connecting with Milly's face, the image of Jeremie fading to the back of her mind.

"Odd…Odd! Stop it, she's gone!" she hollered, grasping his bloodied wrist, pulling him away to face her.

He whirled around, staring into her eyes, breathing heavily, the wild glint in his eye fading. Calming himself, he blinked rapidly, looking around,

"Is Yumi ok?" He asked, slumping against the wall, his voice tired.

"A bump on the head, slight bleeding, I patched it up with what I had but we should get back, to get it cleaned up." Aelita replied quietly, her eyes lingering on Milly's battered form.

Odd, who had followed her line of vision, raised his hand to her chin to make her look him in the eyes. "Are _you_ ok?"

Sighing quietly, Aelita glanced around her, where the Jeremie of her nightmares had been, the dead bodies of her friends turned enemies and finally the unconscious form of Yumi, before responding, the lie tasting sour on her tongue.

"Yeah, sure I'm fine."


End file.
